Xxxxx Brothers Xxxxxxxx Trust Company, LLC
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
May 10, 2001
BBH Common Settlement II Fund, Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Sirs:
This letter agreement (the "Agreement") confirms the agreement of the
undersigned Xxxxx Brothers Xxxxxxxx Trust Company, LLC ("BBH") and BBH Common
Settlement II Fund, Inc. (the "Fund") (collectively, the "Parties").
BBH hereby agrees to pay all of the operating expenses of the Fund, as
described in the Prospectus and/or Statement of Additional Information for the
Fund included as part of its currently effective Registration Statement on Form
N-1A (the "Registration Statement"), other than (i) fees paid under the
Administration Agreement between the Fund and BBH referred to in the
Registration Statement (the "Administration Agreement") and (ii) expenses
relating to the organization of the Fund.
The Fund hereby agrees to pay to BBH a fee with respect to the Fund in
an amount, estimated and accrued daily and paid monthly, to be determined from
time to time by the Parties; provided, however, that immediately after any such
payment the aggregate expenses of the Fund shall not in any event exceed, on a
per annum basis, 0.18% of the Fund's average daily net assets. The payments
described herein are separate from, and in addition to, the fees payable to BBH
under the Administration Agreement.
This Agreement shall be effective as of the date hereof and shall
terminate on June 30, 2004, unless sooner terminated by mutual agreement of the
Parties or pursuant to the following sentence. In the event that the
Administration Agreement between the Fund and BBH shall cease to be in full
force and effect, BBH may, at its option, upon not less than 30 days nor more
than 60 days written notice to the Fund, terminate this Agreement.
If the foregoing correctly sets forth our agreement, kindly so confirm
by signing the enclosed counterpart of this letter in the space indicated for
signature on behalf of the Fund below.
Very truly yours,
XXXXX BROTHERS XXXXXXXX TRUST COMPANY, LLC
By:
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Name:
Title:
Agreed:
BBH COMMON SETTLEMENT II FUND, INC.
By:
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Xxxxxx X. Xxxxxxxx
President
